EXHIBIT 4.2
OPTION AGREEMENT
This is to certify the terms and conditions for the grant of 350,000
non-marketable options (the "OPTIONS") exercisable into 350,000 ordinary shares
of NIS 1 nominal value of Elbit Medical Imaging Ltd. ("SHARES"), subject to
adjustments, as agreed by Elbit Medical Imaging Ltd. (the "COMPANY") and Xx.
Xxxxxxxxx Xxxxxx ("XXXXXX"), the Executive Chairman of the Board of Directors of
the Company on March 29, 2006.
EXERCISE PRICE
The Options are issued to Xx. Xxxxxx without consideration. The exercise
price of each Option shall equal 125% of the average closing price in NIS of the
Company's Shares on the TASE during the 30-trading day period preceding the date
of grant of the Options (the "EXERCISE PRICE").
VESTING AND EXERCISE TERM
The Options will become exercisable immediately upon their grant and will
remain exercisable for a period of three years thereafter (the "EXERCISE TERM").
EXERCISE OF OPTIONS
The Options will remain exercisable throughout the Exercise Term, and may
be exercised by sending a notice of exercise to the Company, which shall specify
the number of Options Xx. Xxxxxx wishes to exercise together with an amount
equal to the product of such number of Options multiplied by the Exercise Price.
Within three business days following the receipt of such notice and payment of
Exercise Price for such Options, the Company will issue the Exercise Shares in
accordance with such notice.
EXPIRATION OF OPTIONS
The Options shall expire upon the following terms: (i) exercised Options
shall expire upon the issuance of Shares therefor (the "EXERCISE SHARES"); (ii)
unexercised Options shall expire at the end of the Exercise Term; (iii) in the
event that Xx. Xxxxxx'x right to exercise any of the Options has expired, see
below.
TERMINATION OF XX. XXXXXX'X SERVICE AS A DIRECTOR AND OFFICER
In the event of termination of Xx. Xxxxxx'x service as a director and
officer of the Company (other than termination resulting from death, disability
or cause, see below), any Options granted to Xx. Xxxxxx that have not been
exercised by such date will expire within 90 days following the date of
termination of such service.
In the event of termination of Xx. Xxxxxx'x service as a director or
officer of the Company resulting from death or disability, Xx. Xxxxxx or his
lawful heirs will be entitled to exercise all of the Options not yet exercised
at the time of such termination without any conditions or limitations. For the
purpose of this section, the term "Disability" shall mean the inability of Xx.
Xxxxxx to serve as a director or officer of the Company as a result of an injury
and/or a sickness for a period of at least six months.
Notwithstanding the foregoing, termination of Xx. Xxxxxx'x service in
circumstances whereby the law restricts such service (or termination of Xx.
Xxxxxx'x employment in circumstances which would not have entitled him to
severance payments according to applicable law), would result in the termination
of all of Xx. Xxxxxx'x Options which were not yet exercised by Xx. Xxxxxx as of
the date of such termination.
RIGHTS OF EXERCISE SHARES
The Shares issued upon the exercise of any Options (the "EXERCISE SHARES")
shall have equal rights to those of the other Shares of the Company immediately
upon their issuance and will be entitled to dividends and all other benefits
with respect to which the determining date is on or following the date of
issuance of such Exercise Shares.
ADJUSTMENTS
In the event the Company distributes dividend in cash and the record date
for such distribution is subsequent to the date of grant of the Options, but
prior to the their exercise or expiration, the Exercise Price of each Option
will be reduced by the dividend amount, net of tax.
In the event that the Company distributes bonus shares and the record date
for such distribution is subsequent to the date of grant of the Options, but
prior to their exercise or expiration, the number of Exercise Shares will be
increased by the number of Shares Xx. Xxxxxx would have been entitled to had he
exercised the Options prior to the record date set for such distribution. The
Exercise Price of the Options will not be amended due to the increase in the
number of Exercise Shares Xx. Xxxxxx is entitled to following a distribution of
bonus Shares.
In the event the Company's shareholders are issued rights for the purchase
of any securities of the Company, the Company will take actions to cause such
rights to be offered on the same terms, MUTATIS mutandis, to Xx. Xxxxxx if he
holds Options that have not yet been exercised or expired as if Xx. Xxxxxx had
exercised his Options prior to the date set for determining the right to
participate in the issuance of the aforesaid rights. The number of Exercise
Shares will not increase as a result of such issuance of rights.
In the event of a split or a consolidation of Shares, or any other capital
event of a materially similar nature, the Company will make the changes or the
adjustments necessary in order to prevent the dilution or increase of the rights
of Xx. Xxxxxx within the framework of the Plan with respect to the number and
class of the Exercise Shares (for the Options that have been exercised) and/or
the Exercise Price of each Option.
In the event of a merger, spin-off or any other organizational change, the
Options will be replaced with or converted into equal options of the new company
following such organizational change, all at the sole discretion of the Board of
Directors.
TAXATION
Any tax implications pursuant to any applicable law in connection with the
grant of Options, their exercise, their holding or the sale of the Exercise
Shares shall be borne by Xx. Xxxxxx.
LEGAL RESTRICTIONS ON THE TRANSFER OF EXERCISE SHARES
ISRAELI LAW
Xx. Xxxxxx is prohibited from offering the Exercise Shares underlying the
Options on the TASE for a period of six months commencing on the date of grant
of the Options to Xx. Xxxxxx (the "LOCK-UP PERIOD").
2
Xx. Xxxxxx is further prohibited from offering the Exercise Shares
underlying the Options on the TASE during the six quarters immediately following
the end of the Lock-up Period (the "ADDITIONAL PERIODS"), unless Xx. Xxxxxx
complies with each of the following:
(i) The number of Exercise Shares offered on any trading day on the TASE
does not exceed the average daily trading volume of the Shares on the TASE in
the eight-week period immediately preceding the date of such offer; and
(ii) The number of Exercise Shares offered on any trading day on the TASE
does not exceed one per cent (1%) of the issued and outstanding share capital of
the Company during each quarter. Fort the purpose of this section "Issued and
Outstanding Share Capital" excludes Shares issuable upon the exercise of options
or the conversion of convertible securities, which options or convertible
securities were issued prior to the date of offer of the Exercise Shares.
For the purposes of this section, the term "Quarter" shall mean a
three-month period.
The above restrictions shall also apply to the Company's securities
purchased during the Lock-Up Period and the Additional Periods from Xx. Xxxxxx
or from a corporation controlled by the Company, other than pursuant to a
prospectus and other than during trade on the TASE.
U.S. LAW
If the Exercise Shares are not registered under the Securities Act, they
may not be sold, transferred or otherwise disposed of under U.S. securities laws
unless registered under the Securities Act or pursuant to an available exemption
from registration under the Securities Act.
REQUIRED APPROVALS
The grant of Options is subject to all of the following: (i) the receipt of
the requisite shareholder approval for the grant of Options to Xx. Xxxxxx; (ii)
the receipt of the approval of the TASE for the registration of the Exercise
Shares for trade on the TASE; (iii) the filing with the NASDAQ of a listing
application with respect to the Exercise Shares.
DATE OF GRANT
The Options will be granted to Xx. Xxxxxx on the first trading day on the
TASE following the receipt of all the required approvals for the grant.
IN WITNESS WHEREOF, the parties have executed this Option Agreement.
----------------------------- ----------------------
ELBIT MEDICAL IMAGING LTD. XXXXXXXXX XXXXXX
By: _______________
_______________
3
